You  Me  Him  Three
by Auntleona0
Summary: A oneshot for Badboysarebest's Spring Break round robin challenge. Warnings: Threesome  Caroline/Stefan/Klaus , slash. Some D/E.


A/N: This is a special update for the TVD Spring Break threesome mixer hosted by Badboysarebest on Live Journal. You should all go to tvdmixer (dot) livejournal (dot) com and read all the other chapters.

Warnings: Threesome (obviously), there's slash, but it's near the end and if you don't like you can just stop once you reach it.

An enormous thank you to Princessrae91285 my new beta!

The airport was surprisingly empty considering it was spring break and everyone was escaping in a mass exodus from the area. Not that this number of people gathered anywhere else would be considered small. The line through still security had still taken a tedious quarter of an hour, and no one walking through the terminal was in a particularly good mood. It was the ungodly hour. Who thought scheduling a flight to leave before six in the morning was a clever idea? Undoubtedly they were a former Gitmo guard who had been fired and needed to get their torture porn elsewhere.

Already seated outside their gate were three co-eds who were earning second looks from every warm blooded male that strolled past. They were striking in how different they looked compared to one another while still sharing the gift of beauty. Elena Gilbert with her ridiculously long eyelashes and flawless olive skin was resting with her head propped against the next girl's shoulders. Bonnie Bennett supported her friend, while glancing around excitedly. More than one person was drawn to the girl with the cupid's bow lips and dramatic green eyes. Finally the blonde, Caroline Forbes, sat looking morosely off into the distance, reminding everyone of some kind of tragic princess with her moon eyed expression. She was so fresh and clean and all American. She looked like the supermodels of the 1980s with her impossibly long legs, effortless good looks, and perfect, cascading blond hair.

Women that passed by the group were not denied eye candy either. Damon Salvatore oozed charisma in such a way that he didn't even need good looks to get attention. He was dark and mysterious, and a woman could tell just by looking at him that he had never let a lady leave unsatisfied from his bed. While he may not have needed good looks, he certainly had them. It was the way his brilliant blue eyes contrasted with his inky hair. The way his jaw would pulse, drawing attention to his perfect and oh so masculine bone structure. He was jaw-droppingly sexy.

"All I'm saying," Caroline cajoled, gazing imploringly at her friends, "Is that we would be having a little more fun if we waited for our plane at the bar. We have plenty of time until the plane comes."

"Forget it's five o'clock somewhere, it's six a.m. Don't you think it would be starting a bit early?" Elena protested.

Caroline gave her a pleading look and said, "Haven't you ever heard of pre-gaming?"

"You started pre-gaming before we even got in the car to go to the airport, Blondie," Damon pointed out.

It was so typical of Damon to automatically take Elena's side on everything that Caroline barely even spared him a glance. He was the second biggest partier after herself. She doubted he was actually opposed to a couple drinks right now.

"Are you guys really not going to meet me halfway on this?" Caroline demanded.

"No, we're really not," Bonnie said firmly.

"Whatever," Caroline mumbled; after a few moments she started to giggle. "I'm already drunk aren't I?"

"As a skunk," Damon offered helpfully.

"What do you want to do first when we get there?" Elena asked, glancing at her three friends.

"First things first, we should check into the motel and take a nap. Preferably together," Damon said, raising his eyebrows in a clear insinuation.

"Uh, no," Bonnie snapped. "We should explore a little, check out the Boardwalk. Nap on the plane."

"I just want to be on the beach when the sun sets. Maybe drink a mojito or two," Elena interjected.

"Or three," Bonnie said glibly.

"Or four," Elena laughed, playing along.

"Or more," Bonnie snickered.

Both girls dissolved into giggles. They were more than ready for drunken antics and no responsibilities. It was their first Spring Break abroad and they were going to milk their trip to the Bahamas for all it was worth.

Bonnie's phone beeped and she quickly glanced at her messages. She scanned the screen before pocketing her cell phone.

"Did you get a text from, Jeremy?" Elena asked.

"Yeah, what does your hunk of burning loving have to say," Caroline slurred, her drunkenness becoming more apparent.

Bonnie quirked an eyebrow at Caroline's name for her boyfriend but nodded, "Yeah, he says he's on his way. He's also giving Katherine a ride. They'll be here with just enough time to get through security and get on board. We arrived way too early."

No one had been able to agree on an appropriate time of departure the night before. There was little way to predict the length of the sometimes nightmarish security lines. After many heated arguments, the group had finally decided to leave for the airport three hours before the plane was scheduled to take off. Unfortunately, traffic was practically non-existent in the hours before the sun had even begun to consider setting, and the security line had been miraculously short. Now, they were left with an inebriated Caroline and an hour and a half of downtime to fill.

"Why exactly is Katherine coming again?" Caroline asked, her voice surprisingly clear. The reminder that she would have to endure Katherine's horrific presence on this trip was quickly sobering her up.

"Because Stefan invited her," Elena volunteered in her most cheery, everything-is-fine voice.

"Why is Stefan coming?" Bonnie asked. Her disdain towards Stefan's gambling addiction and the way he treated Elena when they were together still made her bitter.

"My aunt bought him and his friend's tickets too," Damon said.

"Go Auntie Salvatore!" Bonnie said sarcastically.

"Stefan is not that bad," Caroline said fiercely. "Really, he's a good friend…to Matt. They seem to get along great. They're off somewhere together now and being…not enemies. He's just great."

Damon and Elena watched Caroline warily. She had been acting strangely when it came to Stefan for the past few weeks. No one wanted to get on Caroline Forbe's bad side, and if she had decided to become Stefan's new advocate, they would have to respect that.

"Oh my God!" Bonnie gasped, a look of dawning comprehension on her face. "I saw you and Stefan earlier and thought it was just the vodka, but it's not that at all. You two were flirting! You're into Stefan!"

"Bonnie!" Caroline shouted, quickly turning to Elena with an apologetic expression. "She doesn't know what she's talking about. Bonnie's a Chemistry major, and you know how they are! She's just socially awkward and unable to pick up on social queues."

Damon snorted at Caroline's rather pathetic attempt to discredit Bonnie and reached into his jacket pocket to fish out a cigarette. When he remembered that his cigarettes had been packed, he let out a weary sigh and contented himself with gnashing his teeth together as a substitute. He didn't miss the triumphant smirk Elena shot him. She had never approved of his smoking habit.

"It's not a big deal, Caroline. If you like Stefan, you like Stefan," Elena said reassuringly. "You know he's not exactly the best boyfriend though."

Damon perked up a bit at her words. Elena had been fairly tight lipped around him when it came to her feelings for his baby brother. If she was really that over Stefan, he wanted to be the first one to know. Caroline noticed his interest and shot him a scathing glare in warning. She may have accepted him as a friend, but Damon was nowhere near good enough for Elena as far as she was concerned.

"I don't want to date Stefan, though we have been flirting a bit. I just really want to fuck him," Caroline admitted.

"Go for it!" Elena urged with a grin.

"Really?" Bonnie questioned. Her disbelief was evident in the way she contracted her eyebrows and grimaced.

"You want to start off Spring Break right after all," Elena said with false solemnity. "Caroline Forbes, you hereby have my blessing."

"Where has Stefan…moseyed off to?" Damon asked, glancing around the terminal.

"Tell me if you find him. Spring Break starts now!" Caroline cheered.

Hooking up before even landing at one's destination had to be some kind of Spring Break record. Caroline had always been competitive. It wouldn't surprise anyone if she was just trying to beat Damon to be the first one to have sex this vacation.

"Excuse me, but can you move your bag, yeah? Thanks," a woman said in the fakest voice any of them had ever heard. The implied bitchiness in just a few words could put Caroline to shame.

Damon's eyes roamed the woman's body unabashedly. She was tall, blond, and leggy. Very sexy. She had an accent too. A lilting, British voice that made everything she said a little more sultry. Damon was the only one with such a favorable opinion of the stranger. Bonnie, Elena, and Caroline were all viewing the blond with poorly veiled contempt.

Caroline opened her mouth to lash back with her own brand of nastiness but was interrupted by the most decadently sinful male voice she had ever heard.

"I'm sorry. I think what Rebecca meant to ask was if you were using that seat," the man said smoothly, motioning to Matt's empty seat, which had been saved by Bonnie's bag.

"My friend is, but he can sit on the floor," Caroline blurted out, eagerly offering Matt's seat to the stranger.

"Caroline!" Bonnie scolded, shooting her a what-the-hell look.

Caroline merely shrugged in response, too focused on the man now sitting beside her to concentrate on Bonnie's outrage. Every detail about this guy appealed to her. He had short, sandy blond hair that curled at the top of his head. Sharp cheekbones and full, ruddy lips made his face impossibly alluring. Most importantly, he exuded power and a nonchalant kind of style.

With her most overwhelming smile, Caroline said, "I'm Caroline. Are you heading to Spring Break?"

"Your deductive reasoning skills are just legendary," snapped Rebecca, the blonde, with an annoyed flip of her hair.

"Don't be rude, Rebecca," Klaus ordered, his eyes busily perusing Caroline's features. "I'm Klaus. We are heading to the Bahamas on a somewhat atypical Spring Break. You see, I'm here with my sister, Rebecca, and our brother, Elijah. It's a bit of a family affair."

"Oh that's interesting. You three must be so close," Caroline cooed.

"Not particularly," Rebecca interrupted.

Klaus glared at her momentarily before turning back to Caroline, "Our mother thought it would be a good idea for us to spend some time together. You see, my brother spent most of his childhood studying in boarding school abroad and has continued his education there, and Rebecca attends university in Scotland, so we don't often see one another. Besides, London is so dreary this time of year. An escape was definitely needed."

"London! That's just so impressive. We're just some country kids out of little town Virginia," Damon said before Caroline could gush about Klaus's life.

Elena glanced at him in amusement. He was such a typical alpha male, feeling threatened by the new guy. She found his ridiculous, posturing behavior surprisingly cute.

Damon and Klaus surveyed one another coldly. Their little pissing contest quickly made everyone uncomfortable. Elena and Bonnie settled with ignoring the tension by pretending an avid interest in watching the people walking to their destinations. Caroline, however, tried to burn Damon alive with the intensity of her glare. This was an unforgivable pussy block if she had ever seen one.

The staring contest ended when Stefan returned with Matt. Both were carrying a steaming cup of coffee.

"You guys took forever," Bonnie greeted.

"This place may be empty, but everyone who is here is currently at Starbucks," Matt explained.

Stefan smiled, glancing at Klaus, "I didn't think I'd see you so soon, man."

"You two know each other?" Elena asked, glancing between the two men.

"Not well," Klaus drawled. "We bonded at the magazine rack."

"You mean you looked at dirty magazines together," Rebecca corrected dryly.

"You said it not me," Stefan said as he and Klaus shared another friendly look.

Caroline beamed, "This is perfect! We should all hang out together tonight."

Everyone with the exception of Stefan and Klaus gave Caroline a less than thrilled look, but chose to let it go.

"Hey," Matt said suddenly. "What happened to our seats?"

He had just now noticed that where his bag had once sat was a hot blond and Stefan's seat was currently occupied by Klaus. So much for the old save-my-seat request.

"Here, Stefan. Take my seat," Caroline offered, leaping out of her chair.

Bonnie looked startled by Caroline's uncharacteristic offer, and Stefan just shook his head and said, "I can't do that."

"Don't worry," Caroline flirted. "I'll just sit on your lap."

"Now it makes sense," Bonnie muttered, making Elena laugh quietly.

Stefan gave a somewhat sleazy smirk and took Caroline's proffered seat. With a little flounce, Caroline settled herself on Stefan's lap. She wrapped her arms around his neck so that her chest would press against his jaw.

"You know," Damon murmured to Elena. "Matt still needs a seat."

The implication of his words made Elena blush and brought back memories of their long ago night together, but she managed to reply, "Are you saying I should sit on Matt's lap?"

"Get over here," Damon play growled.

He stood up and physically hauled Elena out of her seat, holding her suspended in the air. She shrieked and begged him to release her, but Damon ignored her. Her body was pressed against the hard planes of his chest, and the unexpected contact made her feel a little dizzy. After a little flailing and adjusting, Elena found herself seated on Damon's knees with his arms locked around her waist. Elena breathed heavily, trying to control her laughter at his antics.

"You two are actually really cute," Rebecca said in the least abrasive tone she had used thus far. "How long have you two been together?"

"We're not…"Elena sputtered, her cheeks tinged red at the insinuation.

Stefan rolled his eyes in annoyance and pointedly ignored the oblivious couple. There were days Stefan almost wanted Damon and Elena to hook up just to end their will-they-won't-they flirting. Almost. Truthfully, the idea of Damon moving in on his ex-girlfriend made his stomach roil.

They were just always together! Elena relied on Damon just as much as she did on Bonnie and Caroline. Damon, meanwhile, never missed an opportunity to be a little closer to Elena – touching her hair, holding her hand. Once Stefan had caught Damon holding Elena's purse. If Elena recognized Damon's feeling, she did a good job brushing it off and pretending the sexual tension between them was nonexistent.

It was difficult, however, to remain annoyed when Caroline was pressed so enticingly against him. Every few seconds she would wiggle slightly in his lap, shifting the angle and pressure of her ass against his thighs. It was definitely intentional. Caroline was honest and forthright when it came to demanding what she wanted. It was one of the qualities that drew people to her.

Even as Caroline purposefully teased Stefan, she was working hard to maintain Klaus's interest. They were both hotties, and she was soaking up the attention. Having two men's eyes fixated on every little motion she made was intoxicating. Caroline felt warm and the heat seemed to be collecting in the lower part of her body.

With a playful smile, Caroline snatched Stefan's coffee out of his hand. She slowly flicked her tongue along the straw's tip, lapping up the little coffee remaining there. Caroline's locked eyes with Klaus, who was observing her little act with a chill inducing intensity. Caroline's rosy lips wrapped around the straw, and she took a small sip. As the coffee hit her taste buds, she threw her head back as if the coffee was the most delicious thing she'd ever tasted. Klaus watched her throat contract as she swallowed, enraptured by the elegant curve of her neck.

"It's like watching soft core porn," Elena whispered incredulously. She tried to keep her voice down so as not to embarrass Caroline, but she didn't really succeed.

Rebecca gave a tsk of agreement and eyed Caroline with distaste. Her attention moved to Klaus, and she observed him with disbelief. "Don't tell me you were turned on by that classless display," she ordered.

"Rebecca," Klaus admonished. "If you don't have anything nice to say…"

"I'm stuck on how fickle you are, Caroline," Damon interrupted, happy to engage in his favorite activity of harassing the bitchy blond. "Only a few minutes ago all you could care about was Stefan."

Elena jabbed her elbow sharply into Damon's stomach and gave him a warning scowl. Just because they were all thinking it didn't give Damon the right to be rude to her best friend. Stefan meanwhile studied Caroline with increased interest.

"I'm not being fickle," Caroline informed them. "Fickle would imply that I intend to choose."

Everyone looked mildly alarmed by her announcement except Klaus. He was looking at both Stefan and Caroline with interest. Stefan's face was contorted as if he were struggling with an inner dilemma. Elena knew from their relationship that he had always harbored an interest in experimenting with a man, and Caroline was offering him an opportunity to do it without compromising his manhood.

"Can I buy you a drink?" Klaus asked Caroline, seemingly satisfied with his examination.

Caroline took his hand, hopping off Stefan's lap and said, "Absolutely."

She started to walk away from Klaus, leaving a bemused Stefan slumped in his seat.

Caroline spun around a few feet away and purred, "Stefan, aren't you coming?"

"Watch my bags," Stefan ordered Matt, leaping up to chase after Klaus and Caroline.

"Sure, man," Matt agreed.

"She can't really plan to do what I think she plans to do," Bonnie stated in shock due to her friend's bold actions.

"Of course she plans to," Elena said numbly.

Damon sighed and rubbed Elena's should consolingly. "It's not that bad," he said.

Bonnie gave him a look that clearly questioned his sanity and snapped, "Caroline's about to have a _threesome._ With Elena's ex-boyfriend and a stranger no less!"

"Again, not that bad," Damon said.

"Have you ever been in one?" Elena asked, twisting on his lap to look at his face. She knew Damon was very experienced. Hell, their one night together had more than attested to that facet. They rarely talked to each other, however, about their sex lives. Thinking of him with another woman usually made her angry. Not because she was jealous or anything, but because he was a pig. Yes, definitely not jealousy at all.

"I have been in a threesome before. They're just some harmless fun, and isn't that what Spring Break is all about?" Damon answered.

Elena's face had scrunched up in disapproval when Damon had admitted to having participated in a threesome, but she had softened after his appeal about the spirit of Spring Break. It wasn't like them to be so judgmental. They were always breaking barriers, trying new and wild things. Caroline was usually the trendsetter. She was the first to have sex, smoke pot, and countless other things. Maybe threesomes were just another barrier she was beating them to.

"Maybe this will be the year of the threesome!" Elena said excitedly.

"Maybe this will be the year Caroline and Stefan don't even make it to Spring Break because airport security threw them out," Bonnie countered pessimistically.

The bathroom door of the airport's Ruby Tuesday burst open with an extreme amount of force as Caroline and Stefan tumbled inside. They were attached at the lips, and were seemingly out of control in their lust filled haze. Klaus strolled in after them. He was aroused simply by watching the two feel each other up, but he was capable of maintaining more control than his horny new friends.

Fortunately the bathroom was empty so there was no one to report the promiscuous activity taking place in the bathroom. Klaus had the presence of mind to lock the door. It was lucky that this was a single stall bathroom, or they would have run the risk of someone walking in on them at any minute.

Stefan was gripping Caroline's face, angling her head so that his tongue could better plunder her mouth. There had been a simmering sexual tension between them for weeks, and he was more than ready to collect on what Caroline had been offering. Their lips molded together with a bruising pressure, slackening for a moment only to press even harder once more. Their tongues tangled together, connecting them intimately. It was so very wet and hot.

Caroline released her grip on Stefan's shoulders, desperate to remove the clothes separating them immediately. She started to shrug off her short-sleeved cardigan, and Stefan, never breaking their heated kiss, helped peel the useless garment down her arms. Next, Caroline separated from Stefan's lips to grab the bottom of her tank top and pull it over her head. Stefan took it from her hands and threw it across the room.

Now in her jeans and bra, Stefan attacked her lips almost violently. One large hand grasped one of her covered breasts, groping it gently. He lifted it up, feeling its weight before releasing it to make it jiggle. Caroline trailed a hand seductively down his chest, clutching at the fabric of his shirt. Once she reached the hem, she snuck her hands up to feel his muscled chest. Wanting to see the impressive muscles she was currently groping, Caroline lifted his shirt up, and Stefan obediently raised his arms so that she could expose his bare chest.

"Very nice," Klaus mused, reminding them of his presence.

The whole time he had been watching the couple with interest while leaning against the sink. Whilst watching silently, he had removed his clothes so that he stood gloriously naked. The sight of both completely shirtless, however, had moved him to speak. They were both physically impressive. Caroline had perfect, milky skin, a slim torso, and two wondrously heaving breasts. Stefan was one of the most sculpted men Klaus had ever seen. He was lean in terms of his hips, but his shoulders and abs were defined by hulking muscles.

Caroline and Stefan turned to look Klaus and both of their expressions registered shock at his unexpected nudity. Shock quickly transformed into appraisal, however, as both examined the intricacies of his body. Klaus's body was lean with absolutely devastating hipbones. He was less obviously muscled than Stefan, yet his chest and arms were still defined. The most eye catching part of Klaus's anatomy was the turgid member between his legs. He was only half hard, but his cock was already impressively long.

"Come here, Caroline," Klaus ordered, beckoning her forward with a crook of his finger.

She approached eagerly, Stefan trailing behind her. Klaus stroked her collarbone tenderly, rubbing her exposed flesh with lingering caresses. Hands gripped the inward curve of her waist as Stefan joined the game. His fingers tickled her sides slightly, and he pressed her back against his body. Caroline was suddenly overwhelmed by the virility surrounding her. Even as her mind panicked, her body responded and she soon found herself more excited to continue rather than nervous.

Stefan unhooked the clasp of Caroline's bra, and Klaus lowered the straps down her arms until the garment fell away completely. All attention was focused on the two large breasts now exposed. The onslaught of cold air had hardened the rosy buds into tight, little peaks. They were the type of breasts that could make a man salivate. Her breasts were large, weighed down slightly by gravity, but the gift of youth kept them high and firm. The golden brown tan that covered her entire body, chest included, and dusty nipples only completed their sensual appeal.

Stefan cupped each, raising and pushing her breasts together to form an enticing cleavage. They were now presented to Klaus as if in offering. He tapped and plucked at an upturned nipple like one would the string of an instrument. Klaus tweaked the tiny bud, squeezing it harshly for a moment and then twisting it back and forth. The abrupt assault made Caroline wince, but the pain was countered by Stefan's tongue sweeping down the expanse of her neck.

Klaus bent his head to Caroline's raised chest and took the nipple he had just abused into his warm mouth. The soothing pleasure made Caroline sigh dreamily and arch forward into Klaus's mouth. He tapped nonsense patterns against her nipple, occasionally sucking on the sensitive bud.

Stefan nibbled on Caroline's neck, teeth scraping and leaving little love bites as a souvenir. His lips trailed upward to her ear, where he nibbled experimentally. Caroline had always had very sensitive ears, and she groaned as Stefan's tongue snaked inside and then teased the shell of her ear. She shivered uncontrollably when he planted a wet kiss on the bit of skin where her ear lobe connected with her neck.

Klaus pulled away from Caroline's breasts. Her nipples were an almost inflamed red, and they were wetted with remnants of saliva.

With gentle pressure on her shoulders, Klaus instructed, "Get on your knees, Caroline."

She obediently dropped to her knees, flipping her blond curls over her shoulder to better gaze up at the man before her. Klaus, meanwhile, approached a wary Stefan. He reached out and undid the buttons of Stefan's jeans. Stefan watched with rapt attention as Klaus painstakingly lowered Stefan's zipper. Klaus copped a feel of Stefan's pectorals, pressing his palm against the firm muscle while helping Stefan divest himself of his jeans and boxers.

Stefan had never been in such close proximity with another man, at least not in a sexual sense. He felt as if he was on the edge of something wild and dangerously exciting. While he thought Caroline was earth-shatteringly sexy, there was something subtle that sometimes drew him to men. Klaus was one such man. He just seemed so powerful; it left Stefan intrigued.

On her knees, Caroline was now faced with two hard cocks. Stefan and Klaus stood side by side, presenting their impressive anatomy to the blonde staring in shock on the floor. It was painfully obvious what was expected of her in that moment. For a few seconds, Caroline had difficulty moving herself into action. She wasn't, however, one for simpering and letting men take the lead in any aspect of her life. Sex included.

Steeling her resolve, Caroline grasped a cock in each hand and began to pump her hand slowly up and down. Stefan let out a small grunt and relaxed to better enjoy the feel of her smooth hand bringing him pleasure. It was difficult for Caroline to fully split her attention between the two men between her. She concentrated on swiping her thumb across the tip of each on every downward stroke and twisting her hands as they glided up and down.

Feeling emboldened now that she was in the thick of such familiar motions, Caroline laved her tongue up and down the length of Stefan's cock. He groaned at the sudden wetness and clenched his eyes shut. She pulled back and switched to Klaus. With him, she pulled the mushroom head of his cock between her lips and ran her tongue along the underside. Klaus remained fairly stoic throughout the whole thing except for a slight stiffening of his body. Caroline noticed, however, and knew she had him.

Relaxing her throat, Caroline pushed forward until Klaus's cock met resistance. He was in fairly deep, but he was incredibly long. With a resigned sigh that sent alluring sensations through Klaus's body, Caroline swallowed around the member in her mouth. The resistance gave and inch by inch Klaus's cock slid down her throat. Klaus breathed heavily as he watched his dick disappear down the throat of the girl before him. She managed to get a good three fourths inside her impressive mouth without gagging. Humming slightly, much to Klaus's delight, Caroline pulled back until only the tip remained between her pouty lips.

While she had managed to continue jerking Stefan up, her style had left something to be desired during this interval. She switched over before he could begin to feel neglected and started the process anew. Stefan's cock was not as long as Klaus's, so Caroline managed to take him in entirely. Her nose brushed against the curly hairs that collected around the base as she deep throated him. What he lacked in length, Stefan made up for in girth. The very idea of such a wide cock being inside he made Caroline wet. Her mouth felt so full of him. Every contraction of the muscles in her mouth rippled along Stefan's cock, dragging ragged noises from his mouth.

With a now established pattern, Caroline began to switch back and forth between the men before her. This was a decidedly porno situation, and she should probably feel like a slut right about now, but Caroline really couldn't bring herself to care. There were two sexy men at her disposal who promised an enormous amount of pleasure, and she wouldn't give up this opportunity for anything.

Stefan was absolutely lost in the feeling of Caroline's alternating mouth and hands. Klaus, however, was somewhat less distracted. While enjoying the ministrations of the blond bombshell on her knees, he was also eyeing Stefan with interest. He was very open with his reactions for a man. Many tried to hide the extent of their pleasure and keep their sounds of pleasure to a minimum. Stefan possessed no mask. He would stare down in wonder at Caroline's head bobbing up and down on his cock, squeeze his eyes shut when the pleasure became too intense, and absolutely pant when she suckled on his tip.

Turned on by his obvious arousal, Klaus gripped the back of Stefan's neck. Stefan looked mildly alarmed and confused, but quickly caught on when he noticed the lust in Klaus's eyes. Their mouths connected in a steamy kiss. Stefan tried to keep it on level with a peck, but Klaus was insistent. His mouth pressed hard against the lips of the unsuspecting man, bending Stefan to his will. In the face of such strength, Stefan could do nothing but capitulate, opening his mouth to Klaus's invading tongue.

They kissed furiously. It was more violent than either would have felt comfortable with had they been kissing Caroline. There was something about kissing another male that let them both release their most aggressive urges. Soon, Stefan was pulling fiercely on Klaus's hair, trying to angle his neck into a more submissive position. Klaus countered by pinching Stefan's flat nipple hard between his thumb and forefinger. It was like some sort of erotic boxing match.

The sight of the two sexy men making out was almost too much for Caroline. She sucked and licked Klaus's cock while jerking off Stefan, leaving one hand free to attend to her own needs. Feeling entirely debauched, Caroline snuck her hand down to her pussy and began to gently rub her clitoris. Tiny sparks of pleasure invaded her body aided by the sexy show they were putting on for her.

Stefan noticed Caroline's wanton actions and moaned quietly. He and Klaus broke their kiss and seemed to commune without words for a moment, speaking to one another with their eyes. They seemed to make a decision as they separated fully and stepped back making Caroline stop pleasuring them.

"I need you to stand up, Caroline," Stefan said.

Caroline rose to her feet where she was promptly lifted into the air by Klaus. "This is going to take a little bit of positioning," Klaus warned. "I hope you're flexible."

"I was captain of the Varsity cheerleading squad. Bring it," Caroline quipped.

Smiling, Stefan grabbed her ankles and lifted them up so that they were vertical with the floor. Each ankle was tossed over one of Stefan's shoulders so that her legs were spread in a wide V around his neck. If she kept her back straight, her pussy was just in line with Stefan's cock. The tip of his dick nudged against her lips, and both gave small moans of anticipation.

Klaus took hold of Stefan's cock. The unexpected contact from Klaus made Stefan give a shout of pleasure. Thoroughly please d with himself, Klaus lined up the tip with Caroline's opening and guided Stefan into Caroline's warm pussy. That first contact was divine. Just like she expected, Stefan's girth was almost too much and it caused the sensitive nerves that lined her vaginal walls to thrum with pleasure.

Stefan repositioned his arms so that he was holding Caroline beneath her thighs so that she back was relatively straight, forming a 'v' with her legs in order to accommodate their tricky position. Klaus took charge of directing their thrusts. He gripped Caroline's hips and slowly lifted her body off of Stefan's cock before forcing her back down again.

Supporting so much of Caroline's body weight combined with the natural exertion of sex had left a thin sheen of perspiration along Stefan's body. For his part, he didn't mind though. Caroline's pussy was a perfect fit. She was not so tight as to make it uncomfortable, but snug enough that he felt completely enclosed every time he slipped inside her velvet walls. She was so wet too. Sucking them off earlier had left Caroline damp and ready to be fucked. The different factors combined to make for mind blowing sex.

Klaus started to ram Caroline down harder and harder on Stefan's pistoning cock. The new force caused Stefan to nudge gently against Caroline's service. The resulting pleasure-pain earned a strangled shriek from Caroline's lips.

"Let's move her," Klaus decided. Caroline was personally very against his abrupt decision. She was very happy in their current position, and she felt confident she could cum if given just a few more minutes.

Her feelings on the matter were ignored, however, and the boys started the complicated process of untangling their intertwined bodies. Caroline's new position was actually really similar to the last with some pleasing differences. Klaus now supported Caroline's legs, holding them up in the air by the ankles. Stefan held her in the air with her back pressed tightly against his chest, his cock already sliding back inside her pussy.

From his new vantage point, Klaus leaned forward and took a long swipe at her clit with his tongue. Caroline couldn't deny this new position had advantages. Stefan's thrusts were controlled and slow as he thrust his hips upward while maintaining her weight. The slower pace was made up for by the sheer force of each deliciously deep thrust.

Caroline's thighs ached slightly from keeping up the almost impossible angle of her legs. In order to reach her pussy, Klaus was holding them at a rather high angle so that they were nearly vertical with the floor. That would have been fine if her back hadn't been vertical as well. As it was, Caroline was nearly folded in half so that each man could get their fill of her.

Klaus tugged Caroline's swollen clitoris between his lips and sucked gently. Her heady scent invaded his nostrils. In Klaus's opinion, Caroline was a lovely specimen of woman, and he thoroughly enjoyed drinking in her essence. He flicked his tongue rapidly over her clitoris, sadistically teasing the little bud. Caroline tried to buck futilely at the glorious sensation, but her restrained position prevented that action except for a microscopic shift of her hips.

The combination of Stefan's deep, surging thrusts and Klaus's insistent tongue was light-years beyond what Caroline could handle. It all became too much too fast. Instead of a slow descent upward towards her orgasm like was typical, she went flying over with no warning. Her orgasm was like a hit and run, entirely unexpected. She screamed, not having the presence of mind to keep her voice down in case someone was standing outside the door. It was like dying…if dying was the most wondrous feeling in existence.

Caroline's inner muscles rippled spasmodically around Stefan's cock, and he could feel the increased sensation was about to force him into his own orgasm. He suddenly remembered that in all of the excitement, none of them had possessed the presence of mind to grab a condom. Feeling like the action would kill him, Stefan pulled out of Caroline's clenching walls just in time for his seed to spray against her back.

"Really?" Caroline demanded, mildly scandalized at how messy Stefan had gotten her.

"I'm sorry," Stefan said sincerely. Stefan and Klaus gently lowered Caroline to the floor so that she could stand on her own two feet.

"I need a paper towel," she muttered, walking to the sink to clean up the mess.

Stefan made to follow her but was stopped by Klaus's hand on his arm. "I think you're forgetting something," he smirked.

Klaus was still hard and wanting, having put off his own pleasure to watch Stefan and Caroline reach completion.

Stefan turned his head to glance at Caroline, but Klaus stopped him before he could bring her back. "Let's leave the lady out of it," Klaus instructed.

Stefan froze at the insinuation. It was one thing when Caroline was involved. What Klaus was suggesting was something entirely different. Caroline was obviously finished, however, and it would be unfair to end the threesome without letting Klaus reach completion.

"What do you want me to do?" Stefan asked.

Klaus pushed Stefan onto his knees in a way reminiscent of how he had moved Caroline when they first entered the bathroom. The pulsing phallus in front of Stefan's face was the most intimidating thing he had ever witnessed in his life. He had no experience in this; no idea how to even start.

"You've had a blow job before, Stefan. Just try to mimic that," Klaus suggested, having picked up on the source of Stefan's hesitation.

Bending his head down, Stefan tentatively licked the tip. He pulled back immediately trying to digest what he had just done. The milky pre-cum leaking from the tip was surprisingly mild.

"That was unbelievably hot," Caroline commented from where she was watching from the sink. "Keep going. Klaus earned it."

The knowledge that Caroline was watching emboldened Stefan. It wasn't gay, he reassured himself. Even if Caroline wasn't touching either of them, she was still involved.

More surely now, Stefan licked along the head of Klaus's cock. He let the head slide into his mouth and sucked before pulling back. Klaus watched Stefan feel out how to give a blow job with hooded eyes from above. His blue eyes were dark with arousal. He was nowhere near as skilled in this area as Caroline, yet there was something alluring in how entirely unschooled he was.

Stefan decided that the best way to go about it was to treat it just like masturbating. With tongue. From a really bizarre angle. He gripped Klaus's cock with both hands and began to jerk him off with quick tugs like he would have done his own dick.

He suckled on the head and pressed his tongue sharply against the tip of Klaus's member. When the up and down motions became tedious, Stefan began twisting his hands in opposite directions, creating a delicious friction.

Stefan seemed to be something of a natural on his knees, but Klaus refrained from commenting on it. He would probably take such a compliment the wrong way. Instead, Klaus closed his eyes and submitted himself fully to the sensations Stefan was eliciting.

Their combined foreplay had been so intense that Klaus knew it would not take him long to cum. His balls felt heavy and his dick started to twitch slightly. He wasn't quite there, but it would be only a matter of minutes.

Feeling uncharacteristically altruistic, Klaus warned, "I'm going to cum soon. If you don't want it, you best move your mouth."

Stefan rocketed away so fast, Klaus almost had to laugh. That was clearly a line the other man was clearly not willing to cross. Seeing how Klaus was left hanging, Caroline quickly dropped to her knees and took over. She sucked ferociously on the tip and quickly swallowed down half his cock. When Klaus felt his orgasm coming, he grabbed Caroline's luxurious hair, holding her pressed down against his cock.

This time, there was no frantic moving away and he was free to empty himself into a hot and willing mouth. Caroline swallowed everything down. She didn't even grimace at the taste, something he appreciated immensely. It was a huge turnoff when a girl couldn't hide how repulsive she found the taste of semen. It ruined the visual appeal of a girl swallowing all of his cum.

They all separated and stared at one another apprehensively. This was the awkward part where none of them knew what to do or say. Stefan started sorting through their clothes, fastidiously avoiding eye contact with both of them. Caroline examined herself in the mirror, checking her neck for any forming hickeys, and Klaus watched the two of them with amusement.

A voice came over the loudspeaker, "Flight 3692 now boarding to the Bahamas. Flight 3692 now boarding to the Bahamas."

"Well, I guess that's us," Klaus said cheerfully. "Hope to see you two once we land. I think we're going to have a lot of fun together."

With those as his parting words, Klaus donned his clothes and walked out the door. Caroline and Stefan stared blankly at the door for a moment before realizing they had to get dressed and rush out the door.

"We should probably never speak of this again," Stefan said as he pulled on his pants.

"I'm going to have to tell Elena and Bonnie," Caroline said, ignoring the panicked look on Stefan's face at her words. "It's a girl thing. This kind of experience has to be shared."

"But…" Stefan protested.

"Don't worry," Caroline purred, leaning in close to Stefan and giving him a delicate kiss on the lips. "The details are just for us. If they want to know just how hot a threesome is they'll have to try it out for themselves."

"Hah! Elena would _never _participate in a threesome," Stefan laughed dismissively.

Caroline merely smirked in response as she started to exit the bathroom, "I don't know. I think she'll surprise you."


End file.
